EXHIBIT 10.8
MOSINEE SUPPLEMENTAL RETIREMENT PLAN
Mosinee Paper Corporation, a Wisconsin corporation, hereby establishes
the Mosinee Supplemental Retirement Plan in accordance with the terms and
conditions herein contained.
ARTICLE I
PURPOSE AND ADMINISTRATION OF THE PLAN
1.1 PURPOSE. The Company hereby establishes the Plan for the purpose
of providing deferred compensation (within the meaning of section 201(2)
of the Employee Retirement Income Security Act of 1974) for executive
officers of the Company.
1.2 ADMINISTRATION. The Plan shall be administered by the Company.
1.3 EFFECTIVE DATE. The effective date of the Plan shall be
September 1, 1994.
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ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. The following terms shall have the meanings set
forth below:
(a) "Average Compensation" means (1) an aggregate amount determined
by the sum of (A) the Participant's salary for a calendar year
and earned bonus attributable to such calendar year and (B) any
compensation deferred under a plan qualified under Section 401(k)
of the Code or under a plan which satisfies the requirements of
section 125 of the Code during such calendar year, for the 5
calendar years of the Executive Officer's most recent 10 years of
Continuous Service as an Executive Officer in which the largest
aggregate amount of such compensation was earned and/or deferred
for him for service as an Executive Officer for all or any
portion of each of such calendar years, divided by (2) 12;
provided, however, that if a Participant did not perform services
for 5 calendar years as an Executive Officer, such determinations
shall be based on such earned and/or deferred compensation for
each complete calendar year in which the Participant was an
Executive Officer.
(b) "Early Retirement Age" means the date on which an Executive
Officer has attained age 55 and completed 10 years of Continuous
Service as an Executive Officer.
(c) "Executive Officer" means (1) the President and each corporate
Vice President of the Company, (2) the Vice President and General
Manager of each of The Sorg Paper Company or Bay West Paper
Corporation (3) the Vice President and General Manager of each of
the Pulp and Paper and Converted Products Divisions of the
Company and (4) such other officer or officers of the Company,
its subsidiaries or divisions as the Board of Directors of the
Company may, from time to time and at any time designate by
resolution as an "Executive Officer" for purposes of this Plan.
(d) "Normal Retirement Age" means the date on which (1) an Executive
Officer has attained age 62 and completed 10 years of Continuous
Service as an Executive Officer or (2) an Executive Officer has
attained age 62 and had terminated employment with the Company
because of Disability.
(e) "Participant" means an Executive Officer of the Company who has
qualified to be a participant in the Plan in accordance with
Section 3.1.
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(f) "Plan" means the Mosinee Supplemental Retirement Plan as herein
set forth.
(g) "Retirement Plan" shall mean the Mosinee Retirement Plan, as now
in effect or hereafter amended, or any successor plan which is
qualified under section 401(a) of the Code, and maintained for
salaried employees of the Company.
2.2 DEFINITIONS INCORPORATED BY REFERENCE. Each of the following
terms shall have the meaning set forth in the Retirement Plan and the
definition of each such term by the Retirement Plan is hereby incorporated
by this reference to the extent not inconsistent with the provisions of
this Plan:
(a) "Actuarial Equivalent"
(b) "Affiliated Employer"
(c) "Code"
(d) "Company"
(e) "Continuous Service"
(f) "Disability"
(g) "Retirement Benefit"
(h) "Surviving Spouse"
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ARTICLE III
PARTICIPATION
3.1 PARTICIPATION. Each Executive Officer shall become a Participant
as of the first day of his employment by the Company in the capacity of an
Executive Officer.
3.2 SERVICE.
(a) All Continuous Service as an Executive Officer shall be
recognized for purposes of this Plan, whether or not such
Continuous Service was performed prior to the effective date
hereof.
(b) Continuous Service by an individual for the Company in any
capacity other than as an Executive Officer shall not be
recognized for any purpose under this Plan.
(c) In the event a Participant or former Participant is reemployed by
the Company as an Executive Officer, all periods of Continuous
Service with the Company as an Executive Officer shall be
aggregated for purposes of this Plan.
3.3 TERMINATION OF PARTICIPATION AND REEMPLOYMENT. A Participant
shall cease participation in the Plan on the later of (a) the earlier of
(1) the date his termination of employment with the Company and all
Affiliated Employers occurs or (2) the date he is no longer employed as an
Executive Officer by the Company or an Affiliated Employer, or (b) the
date the final benefit payment to which the Participant may be entitled
pursuant to this Plan is made.
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ARTICLE IV
BENEFITS
4.1 NORMAL RETIREMENT BENEFITS OF CORPORATE OFFICERS. Subject to the
limitations elsewhere contained in this Plan, an Executive Officer who
terminates his employment with the Company and each Affiliated Employer on
or after attaining his Normal Retirement Age and who was the President or
a corporate Vice President of the Company as of the most recent date on
which he performed service as an Executive Officer shall be entitled to a
normal retirement benefit payable in the form of a single life annuity
equal to the excess of:
(a) an amount equal to 50% of the Participant's Average Compensation,
over
(b) the amount of the Participant's accrued Retirement Benefit under
the Retirement Plan which would then be payable in the form of a
single life annuity.
4.2 NORMAL BENEFITS OF OTHER EXECUTIVE OFFICERS. Subject to the
limitations elsewhere contained in this Plan, an Executive Officer who
terminates his employment with the Company and each Affiliated Employer on
or after attaining his Normal Retirement Age and who was not the President
or a corporate Vice President of the Company as of the most recent date on
which he performed service as an Executive Officer, shall be entitled to a
retirement benefit payable in the form of a single life annuity determined
in accordance with the formula set forth in section 4.1; provided,
however, that in making such determination, the term "40% of the
Participant's Average Compensation" shall be substituted for the term "50%
of the Participant's Average Compensation" in section 4.1(a).
4.3 EARLY RETIREMENT BENEFITS OF EXECUTIVE OFFICERS. Subject to the
limitations elsewhere contained in this Plan, an Executive Officer who
terminates his employment with the Company and each Affiliated Employer on
or after attaining his Early Retirement Age, but prior to attaining his
Normal Retirement Age, shall be entitled to an early retirement benefit in
the form of a single life annuity equal to the amount to which he would
have been entitled to under section 4.1 or section 4.2, as applicable, if
he had then attained his Normal Retirement Age; provided, however, that
such benefit shall be reduced by .4166% for each full calendar month, from
and including the month in which the Participant's 55th birthday occurs to
the month in which his 62nd birthday occurs, by which the calendar month
in which payment of the early retirement benefit provided for in this
section 4.3 precedes the date on which such Participant would have
attained his Normal Retirement Age.
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4.4 SURVIVING SPOUSE BENEFITS. Subject to the limitations elsewhere
contained in this Plan, the Surviving Spouse of a Participant who dies
prior to commencement of any other benefit hereunder, including the
Surviving Spouse of a former Participant who terminated employment because
of Disability, shall be eligible for a Surviving Spouse benefit commencing
as of the last to occur of (1) the first day of the first month following
the month in which the Participant's death occurs or (2) the date on which
the Participant would have been eligible to receive payment of a benefit
under section 4.3, or in the case of a Participant who terminated
employment because of Disability, commencing as of the date on which the
former Participant would have attained age 55, and such Surviving Spouse
benefit shall be equal to 50% of the monthly benefit which would have been
payable to the deceased Participant under this Plan if he had retired the
day before his death and payment of his benefit had commenced on such date
assuming, in the case of a former Participant who terminated employment
because of a Disability, that the benefit payable to such former
Participant at Normal Retirement Age under section 4.1 or 4.2, as
applicable, would have been payable in reduced form at age 55 pursuant to
section 4.3, and, assuming further, that in the case of a Participant or
former Participant who died prior to attaining age 55 or prior to the date
on which the Participant or former Participant had completed 10 years of
Continuous Service, that a benefit would have been payable to such
deceased Participant or former Participant as of the later of the dates
described in (1) and (2), above; provided, however, that the benefit
payable to the Surviving Spouse of a Participant or former Participant who
died prior to the completion of 5 years of Continuous Service shall be
reduced by 20% for each year of Continuous Service less than 5 accrued by
such deceased Participant or former Participant.
4.5 FORM, COMMENCEMENT AND DURATION OF PAYMENTS.
(a) A Participant may elect, subject to the approval of the Board of
Directors, (1) to receive the Actuarial Equivalent of the benefit
accrued by a Participant pursuant to section 4.1, 4.2 or 4.3 in
any form of annuity payment option then available under the
Retirement Plan or (2) to receive the value of the benefit
accrued by a Participant pursuant to section 4.1, 4.2 or 4.3 in
the form of a lump sum distribution. In the event a Participant
elects, with the approval of the Board of Directors, to receive a
lump sum distribution of the value of the benefit otherwise
provided for in section 4.1, 4.2, or 4.3, the value of the lump
sum distribution under this Plan shall be determined in
accordance with the provisions for determining the value of a
lump sum distribution of the
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Participant's Retirement Benefit under the terms of the
Retirement Plan.
(b) Monthly benefit payments to the Participant (and, if applicable,
his Surviving Spouse) under section 4.1, 4.2, 4.3 or 4.4, or a
lump sum payment provided for under section 4.5(a) with respect
to a benefit accrued under section 4.1, 4.2 or 4.3, shall
commence on the first day of the month following the
Participant's termination of employment or, if applicable, the
date specified in section 4.4 as the date on which the
Participant's Surviving Spouse became eligible for a Surviving
Spouse benefit, and shall continue, subject to the provisions of
section 4.7, until the month in which the death of the
Participant (or, if applicable, his Surviving Spouse) occurs;
provided, however, that a Participant or Surviving Spouse may
elect to defer receipt of an early retirement benefit or
Surviving Spouse benefit, as applicable, for any period of time
not in excess of the date on which the Participant would have
attained his Normal Retirement Age. Despite any other provision
of this Plan, a Participant who receives a benefit in the form of
a lump sum distribution shall not be entitled to any monthly
benefit otherwise provided for in this Plan.
4.6 CHANGE OF CONTROL.
(a) In the event a Change of Control of the Company occurs, the
Company shall pay to each Participant a lump sum amount equal to
the present value of the Participant's accrued normal retirement
benefit, as determined under section 4.1, as of the first day of
the first month following such Change of Control of the Company
on which such Participant is not an employee of the Company,
whether or not such Change of Control of the Company occurred
prior to the date on which such Participant shall have ceased to
be an employee of the Company. Upon payment of the lump sum
amount provided for in this section 4.6(a), the Company shall
have no further obligation to pay any benefits under this Plan.
Notwithstanding the foregoing, if a Participant has less than
five years of Continuous Service as of the date of the Change of
Control, the amount paid to such Participant under this Section
4.6(a) shall equal (i) the amount described in the first sentence
of this Section 4.6(a) times (ii) a fraction, the numerator of
which is the number of years and fractions thereof of the
Participant's Continuous Service as of the date of the Change of
Control and the denominator of which is five.
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(b) In the event a Change of Control of the Company occurs after the
Participant's death and whether or not a benefit shall have then
become payable to the Participant's Surviving Spouse, the Company
shall pay to such Participant's Surviving Spouse, if then living,
the present value of the unpaid Surviving Spouse benefit. Upon
payment of the lump sum amount provided for in this section
4.6(b), the Company shall have no further obligation to pay any
benefits under this Plan. Notwithstanding the foregoing, if a
Participant had less than five years of Continuous Service as of
the date of his or her death before the Change of Control, the
amount paid to such Participant Surviving Spouse under this
Section 4.6(b) shall equal (i) the amount described in the first
sentence of this Section 4.6(a) times (ii) a fraction, the
numerator of which is the number of years and fractions thereof
of the Participant's Continuous Service as of the date of death
and the denominator of which is five.
(c) For purposes of this Plan, a "Change of Control of the Company"
shall mean:
(1) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (A) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to
vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (1), the following
acquisitions shall not constitute a Change of Control: (I)
any acquisition directly from the Company, (II) any
acquisition by the Company, (III) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company or (IV) any acquisition pursuant to a
transaction which complies with clauses (A), (B) and (C) of
subsection (3) of this Section 2; or
(2) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any
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individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened
election contest with respect to the election or removal
of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than
the Board; or
(3) Consummation by the Company of a reorganization,
merger, share exchange or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another corporation
(a "Business Combination"), in each case, unless, following
such Business Combination, (A) all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person
(excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20%
or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business
Combination or the combined voting power of the then
outstanding voting securities of
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such corporation except to the extent that such ownership
existed with respect to the Company prior to the Business
Combination and (C) at least a majority of the members of
the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent
Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for
such Business Combination; or
(4) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, neither the approval by the
shareholders of the Company, nor the consummation, of the transactions
contemplated by that certain Agreement and Plan of Merger, dated as of
August 24, 1997, by and among Wausau Paper Mills Company, WPM
Holdings, Inc. and the Company on substantially the terms and
conditions set forth therein as of August 24, 1997 shall constitute a
Change of Control for purposes of this Agreement.
(d) For purposes of this Plan, the term "Interested Shareholder"
shall mean any person (other than the Company or any of its
subsidiaries or any member of the Board of Directors as of the
effective date of this Plan or any affiliate of such person) who
first became the beneficial owner of 10% or more of the combined
voting power of the Company's then outstanding securities after
the effective date of this Plan.
(e) For purposes of this Plan, the present value of a Participant's
retirement benefit or the Surviving Spouse benefit shall be
determined by reference to the 1983 Individual Annuity Mortality
Table with an assumed interest rate equal to the "immediate
annuity rate" as then in effect as determined by the Pension
Benefit Guaranty Corporation and promulgated in Appendix B to 29
C.F.R. <section>2619.65 or any successor regulation adopted for
the same or substantially similar purpose.
4.7 FORFEITURE OF BENEFITS. Despite any other provision of this
Plan, a Participant's or Surviving Spouse's, as applicable, eligibility
for benefit payments under the Plan is expressly subject to the following
terms and conditions:
(a) The Company is and shall be entitled to the sole benefit and
exclusive ownership of any inventions or improvements in plant,
machinery and processes, and all patents for the same, and all
customer or price lists,
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trade secrets and other things of similar type or nature used in
the business of the Company that may be made or discovered by a
Participant while he is employed by the Company, or, after the
termination of his employment period if arising out of his
activities, knowledge or experience gained while in the
employment of the Company. In the event that a Participant,
during or after the termination of his employment, discloses
all or any portion of the list of the Company's customers or the
Company's pricing structure or all or any portion of the
Company's manufacturing process or any other trade
secrets or confidential information to any person, firm,
corporation, associations or other entity for any reason or
purpose whatsoever, no payment of any benefit otherwise due the
Participant or his Surviving Spouse pursuant to this Plan shall
be made by the Company.
(b) In the event a Participant, without the prior written consent of
the Company and within a period of two years beginning on the
first day following the Participant's termination of employment
with the Company, directly or indirectly owns, manages, operates,
joins, controls, is employed by or participates in the ownership,
management, operation or control of, or is connected in any
manner with, any business of a type and character which, in the
opinion of the Company, results in the Participant then being
engaged in the field of activities in which he was engaged by the
Company at the time of termination (and within one year prior to
said termination) and such business is, in the opinion of the
Company, in direct or indirect competition in any market area
served by the Company with any business then conducted by the
Company in such market area, no payment of any benefit otherwise
due the Participant or his Surviving Spouse pursuant to this Plan
shall be made by the Company if the Participant fails to cease
such activity within fifteen days of the mailing to him by the
Company of the Company's opinion that he is in violation of the
restrictions contained in this section 4.7(b).
(c) The Company shall have sole discretion to stop payment of any
benefit or refuse to make payments otherwise due the Participant
or his Surviving Spouse pursuant to this Plan if the
Participant's termination of employment with the Company or his
appointment to a position with the Company as other than an
Executive Officer was by reason of or because of the
Participant's fraud, embezzlement, misappropriation or
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similar offense against the Company or any other state or
federal felony offense.
(d) Subject to the provisions of section 6.2, no benefit shall be
payable under this Plan to any Participant or Surviving Spouse
who, for any reason, is not eligible for and does not receive a
benefit under the provisions of the Retirement Plan.
4.8 INALIENABILITY OF BENEFITS. A Participant's right to a benefit
under the Plan shall not be subject to voluntary or involuntary sale,
pledge, hypothecation, transfer or assignment by the Participant or by his
personal representatives or heirs, or any other person or persons or
organization or organizations succeeding to any of the Participant's
rights and benefits hereunder.
4.9 FACILITY OF PAYMENTS. Any benefit payable hereunder to any
person who is legally incapacitated may be paid to a court appointed legal
representative of such person.
4.10 CLAIMS PROCEDURE. Each Participant or Surviving Spouse whose
claim for benefits is denied, in whole or in part, shall be provided with
a notice, written in a manner calculated to be understood by such person,
setting forth the specific reasons for such denial and outlining the
review procedure of the Company. Each such Participant or Surviving
Spouse shall be given a reasonable opportunity for a full and fair review
by the Company of the decision by which the claim was denied.
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ARTICLE V
PROVISION FOR BENEFITS
5.1 ASSETS OF THE COMPANY. Benefits which become payable under the
provisions of the Plan shall be paid directly by the Company out of its
assets. No assets of the Company shall be set aside or segregated for the
provision of such benefit payments. No Participant or Surviving Spouse,
nor any other potential or actual recipient of benefits under the
provisions of this Plan shall acquire any right, title or interest in the
assets of the Company by reason of the Plan and, to the extent that the
Participant, Surviving Spouse or such other recipient shall acquire a
right to receive payments from the Company pursuant to the Plan, such
right shall be no greater than the right of any unsecured general creditor
of the Company.
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ARTICLE VI
AMENDMENT AND TERMINATION OF THE PLAN
6.1 AMENDMENT. The Company reserves the right to amend the Plan from
time to time and at any time, effective as of any specified current, prior
or future date; provided, however, that no such amendment shall modify or
reduce a Participant's accrued benefit as of the date such amendment is
adopted.
6.2 TERMINATION. The Company reserves the right to terminate the
Plan at any time and for any reason; provided, however, that upon
termination, each Participant's accrued benefit shall be fully vested
subject only to the provisions of section 4.7. A Participant's "accrued
benefit" shall mean the benefit which would be paid or payable pursuant to
this Plan following the Participant's termination of employment if the
Retirement Plan had terminated as of the same date on which the
termination of the Plan occurs (and provided for payment of accrued
Retirement Plan benefits upon the Participant's termination of employment)
multiplied by a fraction, the numerator of which is a Participant's years
of Continuous Service recognized under section 3.2 and the denominator of
which is ten.
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ARTICLE VII
MISCELLANEOUS
7.1 NONGUARANTEE OF EMPLOYMENT. Nothing contained in this Plan shall
be construed as a contract of employment between the Company and any
employee, as a right of any employee to be continued in the employment of
the Company as an Executive Officer or in any other capacity, or as a
limitation of the right of the Company to discharge any of its employees,
with or without cause.
7.2 ACTION BY THE COMPANY. Any action by the Company under this Plan
may be by resolution of its Board of Directors, or by any officer or
officers duly authorized by resolution of said Board to act with respect
to the Plan.
7.3 AGREEMENT BINDING ON SUCCESSORS. This agreement shall be binding
upon all persons entitled to benefits hereunder, and upon their respective
heirs and legal representatives and upon the Company, its successors and
assigns.
7.4 CONSTRUCTION. Except when otherwise indicated by the context,
any masculine terminology herein shall also include feminine, and the
definition of any term herein in singular shall also include the plural.
7.5 TITLES. Article and section titles are included for reference
purposes only and in the event of a conflict between a title and its
respective text the text shall control.
7.6 GOVERNING LAW. This Plan shall, to the extent not superseded by
the Employee Retirement Income Security Act of 1974, be governed by the
laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf on this ____ day of October, 1994.
MOSINEE PAPER CORPORATION
By:________________________________
Daniel R. Olvey
President and Chief Executive
Officer
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